Commercial Law & Contracts, Business Organization, Finance & Banking

ISS Charged With Selling Shareholder Vote Data; Agrees To $300,000 Settlement

by David Jenson | Leonard, Street and Deinard - Dodd-Frank and... on 5/24/2013

The SEC and Institutional Shareholder Services, Inc. (ISS) have settled public administrative and cease-and-desist proceedings initiated against ISS by the SEC alleging that ISS violated Section 204A of the Advisers Act by...more

BVI Trusts: VISTA Trusts

by Harney Westwood & Riegels on 5/23/2013

INTRODUCTION The Virgin Islands Special Trusts Act (“VISTA”) came into force on 1 March 2004 and was introduced in order to allow a shareholder to establish a BVI trust over a BVI company which disengages the trustee from...more

SEC Targets Another Fund Board in Recent Enforcement Case

by Catherine Botticelli, Stephanie Capistron, Christopher Harvey, Emily Shea | Dechert LLP on 5/23/2013

The U.S. Securities and Exchange Commission (“SEC”) recently issued an Order Instituting Proceedings (“Order”) against the administrator and compliance services provider, as well as current and former members of the boards of...more

Keeping Internal Investigations Independent and Conflict-Free

by David Smyth | Brooks Pierce on 5/23/2013

Internal investigations can arise in a number of different ways and can concern a number of different subjects. Allegations of financial misconduct, employment-related missteps, and breaches of fiduciary duty, among others,...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Deadline Approaching for Compensation Committee Charter Amendments"

by Michael R. Bergmann, Andrew Brady, Brian V. Breheny, Kristin M. Davis, Berit R. Freeman, Richard J. Grossman, Neil M. Leff, Alessandra K. Murata, Audrey Murga, Timothy Nelson, more +Regina Olshan, David C. Olstein, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 5/23/2013

As a reminder, by July 1, 2013, compensation committee charters must comply with the new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements that were approved by the Securities and Exchange...more

Legal Alert: Supreme Court Unanimously Rules in Favor of Taxpayer, Holds U.K. Windfall Tax Creditable

by Sutherland Asbill & Brennan LLP on 5/23/2013

The United States Supreme Court held Monday in PPL Corporation v. Commissioner (No. 12-43) that a U.S. taxpayer was entitled to claim a foreign tax credit on its share of a “windfall tax” imposed on the taxpayer’s United...more

Silicon Valley Venture Capital Survey - First Quarter 2013

by Barry J. Kramer, Michael J. Patrick | Fenwick & West LLP on 5/23/2013

Background-We analyzed the terms of venture financings for 118 companies headquartered in Silicon Valley that reported raising money in the first quarter of 2013....more

Renminbi Qualified Foreign Limited Partner: an incremental step toward RMB internationalization in the private equity industry

by Sheppard Mullin Richter & Hampton LLP on 5/23/2013

In a number of incremental steps, the PRC government has been easing restrictions on the cross-border movement of RMB. The latest step for the private equity industry is the Renminbi Qualified Foreign Limited Partner Program...more

Closing Your Business in Colombia

by Marcela Cristina Blanco | Michael Diaz Jr. - Diaz Reus International... on 5/22/2013

In Colombia, as in many other countries, closing down or dissolving a business is often more complicated than setting up a new one. Although there is a lot of information related to setting up a company in this country, there...more

What Are The Essential Elements Of A Corporate Compliance Program?

by Thomas Fox on 5/22/2013

Can you synthesize and reconcile the world’s leading laws, regulations and commentaries on the best practices an anti-bribery and anti-corruption compliance program. ...more

Lessons from Ralph Lauren: Designing Better Ways to Manage Third Party Risk

by NAVEX Global on 5/21/2013

Trying to avoid the unusually strict import controls in Argentina and facilitate faster clearance of its products through customs, a subsidiary of Ralph Lauren Corp. was found to have bribed local officials between 2005 and...more

Innovations and Opportunities in Energy Efficiency Finance

by Kendall Bodden, Josh Bushinsky, Charlotte Kim, Randy Lewis, Wendra Liang, Robert O’Connor, Sheridan Pauker, Scott Zimmermann | Wilson Sonsini Goodrich & Rosati on 5/21/2013

In this white paper: - Introduction - Energy Efficiency Finance Structures, New and Familiar, and Negotiating Key Agreements - Energy Savings Performance Contracts (ESPCs) and Applying REITs to Energy...more

Bitcoin And The Corporations Code

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/20/2013

I’ve been seeing an increasing number of references to Bitcoin and other forms of virtual or crypto currencies in the news. For example, Jeffrey Sparshott and Robin Sidel of the Wall Street Journal reported last week that...more

The Private Equity Prom -- How to land the PE firm of your dreams

by Brian DeFoe, Reuben Ortega | Lane Powell PC - Business/Commercial Law on 5/20/2013

Are you looking for someone to invest in your new company or help expand your business? Landing private equity (PE) financing can be like preparing for your high school prom. To impress that special someone you have admired,...more

Continuous Disclosure – What to Say and When?

by Adam Levine, Su Sze Ting | K&L Gates LLP on 5/16/2013

Key Points - Continuous disclosure is one of the key elements of ensuring market integrity. With the recent amendments to the Listing Rules and the introduction by the Australian Securities Exchange (ASX) of a new...more

IRS Issues Final Regulations Treating Qualified Stock Dispositions as Asset Sales

by Wilson Sonsini Goodrich & Rosati on 5/16/2013

On May 10, 2013, the Internal Revenue Service (IRS) and Treasury Department released the long-awaited final regulations under Section 336(e) of the Internal Revenue Code, treating certain sales, exchanges, and distributions...more

SEC Issues Guidance on Disclosures Made via Social Media

by David Garcia, Michael Meskill | Jackson Walker on 5/16/2013

The Securities and Exchange Commission (the "SEC") recently issued a Report of Investigation (the "Report") in which it provides helpful guidance to public companies regarding their use of social media to disclose material...more

Tax-Efficient Capital Vehicles for Unregulated Utilities: REITs, MLPs and Up-Cs Considered

by Nickolas Gianou, David Levy, Sean Shimamoto | Skadden, Arps, Slate, Meagher & Flom LLP on 5/15/2013

Over the last several years, a confluence of political and market developments have made capital for renewable energy projects harder to come by, which has affected the ability of unregulated affiliates of public utilities...more

At Last: Final Regulations Issued Under Section 336(e)

by Dennis Allen, Robert S. Chase II, Reginald Clark, Jeffrey Mace, Daniel McKeithen, Michael Miles, William Pauls, David Roby, Jr., Christopher Schoen, William Sheumaker, Carol Tello, more +H. Karl Zeswitz, Jr. | Sutherland Asbill & Brennan LLP on 5/14/2013

In a move that was nearly 27 years in the making, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued long-awaited final regulations under §336(e) (the Final Regulations) on May 10. Section 336(e)...more

The Entrepreneurs Report Q1 2013

by Sundance Banks, Caitlin Courtney, Herb Fockler | Wilson Sonsini Goodrich & Rosati on 5/14/2013

In this issue: - From the WSGR Database: Financing Trends for Q1 2013 - Valuations by Industry Segment - Convertible Notes vs. Priced Equity in Seed Round Financings: An Illustration of Capitalization...more

PCAOB, Auditors And Executive Compensation

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 5/9/2013

The Public Company Accounting Oversight Board, or PCAOB, has reproposed a new auditing standard, Related Parties, and certain other amendments to its standards. Overall, the reproposal is directed at detecting material...more

Capital Infusion - May 2013: Case Spotlight

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/9/2013

Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...more

New Directive Correctly Resolves Use Of Transaction Cost Safe Harbor For Milestone Payments – Questions Nonetheless Linger

by Ellen McElroy | Pepper Hamilton LLP on 5/8/2013

A new directive specifies that Large Business & International (LB&I) examiners should not challenge a taxpayer’s treatment of eligible milestone payments when success-based fees are incurred, provided a safe harbor election...more

Big Regulation’s Big Data

by Richik Sarkar on 5/8/2013

In March 2012, the Obama Administration announced its Big Data Research and Development Initiative. The program involves a total of over $200 million in new commitments from several departments and agencies to improve the...more

Corporate Finance Alert: The Use of Non-GAAP Financial Measures — A Disclosure Guide

by Skadden, Arps, Slate, Meagher & Flom LLP on 5/1/2013

Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results of operations or...more

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Commercial Law & Contracts › Business Organization › Finance & Banking